PART I. FINANCIAL INFORMATION [Item 1. Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) Anterix reported a net loss of **$15.1 million** for the quarter ended June 30, 2020, driven by a **$4.7 million** loss on intangible asset disposal and higher operating expenses [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to **$254.4 million** as of June 30, 2020, primarily due to a **$12.7 million** reduction in cash and cash equivalents Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2020 (Unaudited) | March 31, 2020 (Audited) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $124,766 | $137,453 | | Intangible assets | $115,839 | $111,526 | | **Total Assets** | **$254,385** | **$267,397** | | **Liabilities & Equity** | | | | Total liabilities | $19,938 | $22,331 | | Total stockholders' equity | $234,447 | $245,066 | | **Total Liabilities and Stockholders' Equity** | **$254,385** | **$267,397** | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) Net loss for the three months ended June 30, 2020, increased to **$15.1 million**, primarily due to a **$4.7 million** loss from intangible asset disposal Statement of Operations Summary (in thousands, except per share data) | Metric | Three months ended June 30, 2020 | Three months ended June 30, 2019 | | :--- | :--- | :--- | | Total operating revenues | $256 | $453 | | Total operating expenses | $10,844 | $9,989 | | Loss from disposal of intangible assets | ($4,678) | $— | | Loss from operations | ($15,266) | ($9,536) | | Net loss | ($15,130) | ($9,374) | | Net loss per common share | ($0.88) | ($0.63) | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash decreased by **$12.7 million** for the quarter, driven by **$9.1 million** used in investing activities and **$4.6 million** in operations Cash Flow Summary (in thousands) | Activity | Three months ended June 30, 2020 | Three months ended June 30, 2019 | | :--- | :--- | :--- | | Net cash used by operating activities | ($4,612) | ($9,030) | | Net cash used by investing activities | ($9,094) | ($247) | | Net cash provided by financing activities | $1,019 | $1,577 | | **Net change in cash and cash equivalents** | **($12,687)** | **($7,700)** | | **Cash and cash equivalents, end of period** | **$124,766** | **$69,022** | [Notes to Unaudited Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) The notes detail the company's strategic shift to commercialize its 900 MHz spectrum, including significant license acquisitions and disposals - The company's primary focus is commercializing its 900 MHz spectrum assets for private broadband networks following the FCC's Report and Order on May 13, 2020[21](index=21&type=chunk) - In the quarter, the company acquired wireless licenses for **$9.0 million** in cash[55](index=55&type=chunk) - A loss of **$4.7 million** was recorded from the disposal of intangible assets after the company cancelled licenses to enable the Association of American Railroads (AAR) to relocate its operations, a requirement under the FCC's Report and Order[57](index=57&type=chunk)[58](index=58&type=chunk) - On April 1, 2020, the company transferred its pdvConnect customers to TeamConnect LLC, which will pay Anterix a portion of recurring revenues[43](index=43&type=chunk)[46](index=46&type=chunk) - The company acknowledges that the ultimate impact of the COVID-19 pandemic on its financial performance is highly uncertain but believes it has adequate liquidity for at least the next twelve months[105](index=105&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the strategic shift to commercialize 900 MHz spectrum, estimating **$130-160 million** in license costs and reporting a **$15.1 million** net loss [Overview and Securing Broadband Licenses](index=33&type=section&id=Overview%20and%20Securing%20Broadband%20Licenses) The company focuses on commercializing its 900 MHz spectrum for private broadband networks, with estimated costs of **$130-160 million** to secure licenses - The company's primary strategy is to commercialize its 900 MHz spectrum assets for private broadband networks for utility and critical infrastructure customers[111](index=111&type=chunk) - The FCC's Report and Order on May 13, 2020, enables the 900 MHz band to be used for broadband deployment, a key milestone for the company's strategy[111](index=111&type=chunk)[132](index=132&type=chunk) - The company anticipates the combined total costs of securing broadband licenses from the FCC, including clearing costs, spectrum acquisitions, and Anti-Windfall Payments, will range from **$130 to $160 million**, with the majority to be spent by the end of fiscal year 2024[128](index=128&type=chunk)[161](index=161&type=chunk) [Results of Operations](index=40&type=section&id=Results%20of%20Operations) Operating revenues decreased **43%** to **$0.3 million**, while expenses rose **9%**, resulting in a **$15.1 million** net loss Operating Results Comparison (in thousands) | Item | Q1 FY2021 (ended June 30, 2020) | Q1 FY2020 (ended June 30, 2019) | Change (%) | | :--- | :--- | :--- | :--- | | Total operating revenues | $256 | $453 | -43% | | Total operating expenses | $10,844 | $9,989 | +9% | | Loss from disposal of intangible assets | ($4,678) | $— | -100% | | Net loss | ($15,130) | ($9,374) | +61% | - General and administrative expenses increased by **$0.9 million (18%)** due to higher headcount, related costs, and consulting charges for FCC initiatives[142](index=142&type=chunk) - Depreciation and amortization increased by **$0.6 million (88%)** due to a change in the useful life of network sites[145](index=145&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) The company ended the quarter with **$124.8 million** in cash, with future license costs estimated at **$130-160 million**, and maintains a **$150 million** shelf registration - The company had cash and cash equivalents of **$124.8 million** at June 30, 2020[153](index=153&type=chunk) - Net cash used in investing activities was **$9.1 million** for the quarter, mainly due to **$9.0 million** in wireless license acquisitions[154](index=154&type=chunk) - The company filed a **$150 million** shelf registration statement and established a **$50 million** at-the-market (ATM) sales agreement to provide financial flexibility, but has not yet sold any securities under these programs[159](index=159&type=chunk)[160](index=160&type=chunk) - Management believes current cash on hand is sufficient to meet financial obligations for at least the next 12 months[161](index=161&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate sensitivity on cash, but the impact is not material, and there is no foreign currency risk - The company's main market risk is interest income sensitivity from changes in U.S. interest rates, but the impact is not considered material[163](index=163&type=chunk) - There is no exposure to foreign currency risk as all operations and transactions are denominated in U.S. dollars[164](index=164&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2020, with no material changes to internal controls during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[165](index=165&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that were likely to have a material effect[166](index=166&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings - The company is not involved in any material legal proceedings[169](index=169&type=chunk) [Item 1A. Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred in the risk factors since the last Annual Report on Form 10-K - No material changes have occurred in the risk factors since the last Annual Report filed on May 28, 2020[170](index=170&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) An amendment with TeamConnect, LLC finalized the transfer of pdvConnect customers, with Anterix receiving a portion of recurring revenues - On August 4, 2020, an amendment was made to the agreement with TeamConnect, LLC, finalizing the transfer of pdvConnect customers effective April 1, 2020. Anterix will receive a portion of recurring revenues in exchange[173](index=173&type=chunk) [Item 6. Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including corporate governance documents, material agreements, and CEO/CFO certifications

Part I [Business](index=5&type=section&id=Item%201.%20Business) Anterix commercializes 900 MHz spectrum for private broadband networks, leasing it long-term to utility and critical infrastructure customers following a favorable FCC order - Anterix is the **largest holder** of licensed spectrum in the 900 MHz band in the U.S. and focuses on commercializing these assets for private broadband networks for utility and critical infrastructure customers[7](index=7&type=chunk) - On **May 13, 2020**, the FCC approved a Report and Order to modernize and realign the 900 MHz band, creating a **6 MHz broadband segment**, which is foundational to Anterix's business plan[7](index=7&type=chunk)[11](index=11&type=chunk) - The primary business model is the **long-term leasing** of broadband spectrum (generally **20 years or longer**) to customers, who will be responsible for the costs of deploying and operating their private networks[24](index=24&type=chunk) - The company has identified the **electric utility industry** as its initial target market, citing the industry's grid modernization efforts and need for secure, reliable, and high-capacity communication networks[26](index=26&type=chunk) - In **December 2018**, the company transferred its historical TeamConnect and pdvConnect businesses to reduce operating costs and focus entirely on its FCC initiatives and future broadband opportunities[30](index=30&type=chunk) [Overview and Strategy](index=5&type=section&id=Item%201.%20Business%20-%20Overview%20and%20Strategy) Anterix's strategy converts 900 MHz narrowband spectrum to broadband licenses, leasing them long-term to critical infrastructure enterprises - The company's strategy focuses on converting its narrowband spectrum to broadband and leasing it to critical infrastructure enterprises nationwide[23](index=23&type=chunk) - Anterix intends to pursue licenses based on customer opportunities and will opportunistically engage in spectrum transactions to optimize clearing costs[24](index=24&type=chunk) - The company is working with federal and state agencies to gain support for utilities to include the costs of leasing spectrum and deploying private LTE networks into their rate bases[24](index=24&type=chunk) [The 900 MHz Report and Order and Licensing](index=6&type=section&id=Item%201.%20Business%20-%20The%20900%20MHz%20Report%20and%20Order%20and%20Licensing) The FCC's May 2020 order created a 6 MHz broadband segment, requiring Anterix to meet specific tests for county-level licenses - The FCC established the "county" as the base unit for obtaining a broadband license, with three main eligibility requirements[12](index=12&type=chunk) - Anterix must hold **>50%** of licensed channels in a county, control **90%** of channels in the new broadband segment, and surrender **240 channels** (or make an Anti-Windfall Payment) to the FCC[12](index=12&type=chunk)[13](index=13&type=chunk)[14](index=14&type=chunk)[16](index=16&type=chunk) - As of the filing date, Anterix claims to satisfy the **50% Licensed Spectrum Test** in over **3,100 counties**[13](index=13&type=chunk) - Systems with **45 or more integrated sites** are deemed "Complex Systems" and are exempt from mandatory retuning, requiring voluntary agreements; most are operated by target utility customers[18](index=18&type=chunk) [Competition and Market](index=15&type=section&id=Item%201.%20Business%20-%20Competition%20and%20Market) Anterix targets electric utilities and critical infrastructure, facing competition from Tier 1 carriers and private radio operators - The initial target market is the **electric utility industry**, which is undergoing a transformation requiring advanced communication networks for grid modernization[26](index=26&type=chunk) - Competitors include **Tier 1 carriers**, private radio operators, and other technology companies with more resources, established customer relationships, and greater political influence[29](index=29&type=chunk) - A significant milestone was the execution of a non-binding Letter of Intent with **Ameren Corporation** in **April 2020** for a long-term spectrum lease, following a successful pilot program[28](index=28&type=chunk) [Regulation and Corporate Information](index=19&type=section&id=Item%201.%20Business%20-%20Regulation%20and%20Corporate%20Information) Anterix's operations are heavily regulated by the FCC, with new broadband licenses having 15-year terms and performance requirements - The company's operations are regulated by the FCC, which issues licenses and governs their use, transfer, and renewal; new broadband licenses will have **15-year terms** with build-out requirements[34](index=34&type=chunk)[35](index=35&type=chunk) - As of **March 31, 2020**, Anterix had **59 employees**[36](index=36&type=chunk) - The company relies on patents, trademarks, and confidentiality agreements to protect its intellectual property[33](index=33&type=chunk) [Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) Key risks include high costs and delays in obtaining and commercializing broadband licenses, competition, regulatory reliance, and financial uncertainties [Risks Related to Obtaining Broadband Licenses, the Retuning Process and the Use of Our Spectrum](index=25&type=section&id=Item%201A.%20Risk%20Factors%20-%20Risks%20Related%20to%20Obtaining%20Broadband%20Licenses%2C%20the%20Retuning%20Process%20and%20the%20Use%20of%20Our%20Spectrum) Risks include costly and delayed broadband license acquisition, incumbent holdouts, "Complex Systems" exemptions, and COVID-19 impacts - The ability to obtain broadband licenses on favorable and timely terms is critical; failure to do so would materially harm the business[39](index=39&type=chunk) - The mandatory retuning process may be ineffective against incumbent holdouts, and the exemption for "Complex Systems" creates a significant hurdle in counties where they operate[39](index=39&type=chunk)[40](index=40&type=chunk) - The **COVID-19 pandemic** could adversely impact the business by delaying negotiations with incumbents, hindering commercialization efforts, and disrupting interactions with governmental agencies[42](index=42&type=chunk) - Success depends on gaining support from federal and state regulators who oversee the target utility customers, as their approval may be necessary for utilities to pass on the costs of leasing spectrum[44](index=44&type=chunk) [Risks Related to Our Business](index=33&type=section&id=Item%201A.%20Risk%20Factors%20-%20Risks%20Related%20to%20Our%20Business) Business risks include lack of operating history, inaccurate expense estimates, continued net losses, and intense competition - The company may not accurately estimate operating expenses for obtaining licenses and commercializing spectrum, which could lead to cash shortfalls and the need for additional financing[47](index=47&type=chunk) - Anterix has no operating history with its proposed business plan, making it difficult to evaluate prospects and future financial results[47](index=47&type=chunk) - The company has incurred net losses each year since inception and expects to continue incurring significant net losses in the future[50](index=50&type=chunk) - Competitors, including **Tier 1 carriers**, have significantly more resources, greater pricing flexibility, and long-term relationships with targeted customers[48](index=48&type=chunk) [Risks Related to Our Organization and Common Stock](index=39&type=section&id=Item%201A.%20Risk%20Factors%20-%20Risks%20Related%20to%20Our%20Organization%20and%20Common%20Stock) Organizational and stock risks include reliance on key personnel, managing growth, concentrated ownership, and stock price volatility - The company's success depends significantly on its executive officers and key personnel[53](index=53&type=chunk) - A significant concentration of ownership exists, with funds affiliated with **Owl Creek Asset Management** holding **~30.5%** and the top five institutional holders owning **~56.5%** of outstanding shares as of **May 15, 2020**, limiting the influence of other shareholders[59](index=59&type=chunk) - The company is a "smaller reporting company," which allows for reduced public company reporting requirements[59](index=59&type=chunk) - Anterix does not intend to pay dividends for the foreseeable future, retaining earnings to finance business development[60](index=60&type=chunk) [Unresolved Staff Comments](index=47&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[64](index=64&type=chunk) [Properties](index=48&type=section&id=Item%202.%20Properties) Anterix leases its corporate headquarters in New Jersey and a second office in Virginia, owning no real property - The company leases office space in **Woodland Park, NJ (19,276 sq. ft.)** and **McLean, VA (5,365 sq. ft.)**[65](index=65&type=chunk) - The company does not own any real property[65](index=65&type=chunk) [Legal Proceedings](index=48&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings - The company is not involved in any material legal proceedings at this time[66](index=66&type=chunk) [Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[67](index=67&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=49&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Anterix common stock trades on Nasdaq under 'ATEX'; the company has never paid dividends and made no equity repurchases in fiscal 2020 - The company's common stock trades on the Nasdaq Capital Market under the symbol '**ATEX**'[68](index=68&type=chunk) - The company has never paid cash dividends and does not intend to in the foreseeable future[69](index=69&type=chunk) - No equity securities were repurchased during the fiscal year ended **March 31, 2020**[72](index=72&type=chunk) [Selected Financial Data](index=49&type=section&id=Item%206.%20Selected%20Financial%20Data) This item is not applicable as Anterix is a smaller reporting company - Not applicable to smaller reporting companies[73](index=73&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=49&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A covers the company's transition to 900 MHz spectrum commercialization, reporting revenue decline, reduced expenses, a net loss, and future license acquisition costs - The company anticipates the total cost of securing broadband licenses from the FCC will range from **$130 to $160 million**, with the majority to be spent by the end of fiscal year **2024**[76](index=76&type=chunk) Fiscal 2020 vs. Fiscal 2019 Results of Operations | Metric | Fiscal 2020 (in thousands) | Fiscal 2019 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Operating Revenues | $1,564 | $6,499 | -76% | | Total Operating Expenses | $38,947 | $49,238 | -21% | | Loss from Operations | $(37,383) | $(42,739) | -12.5% | | Net Loss | $(37,638) | $(41,993) | -10.4% | - As of **March 31, 2020**, the company had cash and cash equivalents of **$137.5 million**[90](index=90&type=chunk) - In **July 2019**, the company completed a follow-on offering, raising net proceeds of approximately **$94.2 million**[90](index=90&type=chunk) [Results of Operations](index=59&type=section&id=Item%207.%20MD%26A%20-%20Results%20of%20Operations) Fiscal 2020 operating revenues decreased 76% to $1.6 million due to business transfer, while total operating expenses fell 21% to $38.9 million, resulting in a $37.6 million net loss Operating Revenues (Fiscal Year Ended March 31) | Revenue Type | 2020 (in thousands) | 2019 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Service revenue | $835 | $4,774 | -83% | | Spectrum lease revenue | $729 | $729 | 0% | | Other revenue | $0 | $996 | -100% | | **Total operating revenues** | **$1,564** | **$6,499** | **-76%** | Operating Expenses (Fiscal Year Ended March 31) | Expense Category | 2020 (in thousands) | 2019 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Direct cost of revenue | $2,833 | $4,652 | -39% | | General and administrative | $19,876 | $19,617 | 1% | | Sales and support | $3,846 | $3,673 | 5% | | Product development | $2,693 | $2,286 | 18% | | Depreciation and amortization | $3,591 | $2,846 | 26% | | Stock compensation expense | $5,826 | $5,784 | 1% | | Restructuring costs | $236 | $9,598 | -98% | | Impairment of long-lived assets | $46 | $782 | -94% | | **Total operating expenses** | **$38,947** | **$49,238** | **-21%** | [Liquidity and Capital Resources](index=63&type=section&id=Item%207.%20MD%26A%20-%20Liquidity%20and%20Capital%20Resources) As of March 31, 2020, Anterix had **$137.5 million** in cash, with **$96.1 million** from financing activities, primarily a stock offering Cash Flow Summary (Fiscal Year Ended March 31) | Cash Flow Activity | 2020 (in thousands) | 2019 (in thousands) | | :--- | :--- | :--- | | Net cash used by operating activities | $(30,957) | $(23,089) | | Net cash used by investing activities | $(4,426) | $(1,666) | | Net cash provided by financing activities | $96,114 | $3,159 | - The company believes its cash on hand of **$137.5 million** is sufficient to meet financial obligations for at least the next **12 months**[90](index=90&type=chunk)[91](index=91&type=chunk) - In **April 2020**, the company filed a **$150 million** shelf registration statement to provide flexibility for future capital access[91](index=91&type=chunk) Contractual Obligations as of March 31, 2020 | Obligation Type | Total (in thousands) | Due in 2021 (in thousands) | | :--- | :--- | :--- | | Operating lease obligations | $11,963 | $2,703 | | Restructuring reserve | $636 | $636 | | Asset retirement obligations | $886 | $246 | | Monthly service fee obligations | $446 | $446 | | **Total** | **$13,931** | **$4,031** | [Quantitative and Qualitative Disclosures about Market Risk](index=66&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This item is not applicable for smaller reporting companies - Not applicable for smaller reporting companies[96](index=96&type=chunk) [Financial Statements and Supplementary Data](index=66&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section includes the company's audited consolidated financial statements for fiscal years 2020 and 2019, with auditor's report and notes - The financial statements listed in Item 15 are filed as part of this report and appear on pages F-2 through F-28[96](index=96&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=66&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting or financial disclosure matters - None[96](index=96&type=chunk) [Controls and Procedures](index=66&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls and internal control over financial reporting were effective as of March 31, 2020 - Management concluded that the company's disclosure controls and procedures were effective as of **March 31, 2020**[97](index=97&type=chunk) - Management determined that the company maintained effective internal control over financial reporting as of **March 31, 2020**[97](index=97&type=chunk) - There were no changes in internal control over financial reporting during the fourth quarter of fiscal **2020** that materially affected, or are reasonably likely to materially affect, internal controls[99](index=99&type=chunk) [Other Information](index=68&type=section&id=Item%209B.%20Other%20Information) On January 28, 2020, the company entered a Transition Agreement with AAR to clear 900 MHz channels, facilitating broadband segment development - The company entered into a Transition Agreement with the **Association of American Railroads (AAR)** on **January 28, 2020**, to facilitate the clearing of AAR's channels from the 900 MHz broadband segment[102](index=102&type=chunk) Part III This part of the report, covering Items 10 through 14, addresses directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, and principal accountant fees [Directors, Executive Officers and Corporate Governance](index=68&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2020 proxy statement - Information is incorporated by reference from the proxy statement for the **2020** annual meeting of stockholders[103](index=103&type=chunk) [Executive Compensation](index=69&type=section&id=Item%2011.%20Executive%20Compensation) Information on executive compensation is incorporated by reference from the 2020 proxy statement - Information is incorporated by reference from the proxy statement for the **2020** annual meeting of stockholders[104](index=104&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=69&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership of beneficial owners and management is incorporated by reference from the 2020 proxy statement - Information is incorporated by reference from the proxy statement for the **2020** annual meeting of stockholders[105](index=105&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=69&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2020 proxy statement - Information is incorporated by reference from the proxy statement for the **2020** annual meeting of stockholders[106](index=106&type=chunk) [Principal Accountant Fees and Services](index=69&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and services is incorporated by reference from the 2020 proxy statement - Information is incorporated by reference from the proxy statement for the **2020** annual meeting of stockholders[107](index=107&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=69&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the consolidated financial statements and all exhibits filed with or incorporated by reference into the Form 10-K - This section lists the financial statements and all exhibits filed with the Annual Report[107](index=107&type=chunk)[108](index=108&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=79&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Grant Thornton LLP issued an unqualified audit opinion on Anterix Inc.'s consolidated financial statements for fiscal years 2020 and 2019 - **Grant Thornton LLP** provided an unqualified audit opinion on the company's financial statements for fiscal years **2020** and **2019**[117](index=117&type=chunk) - The report highlights the adoption of the new lease accounting standard (**ASC 842**) as of **April 1, 2019**[118](index=118&type=chunk) [Consolidated Financial Statements](index=79&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show total assets of **$267.4 million** and a net loss of **$37.6 million** for fiscal 2020, with increased cash from financing activities Consolidated Balance Sheet Highlights (as of March 31) | Account (in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | Cash and cash equivalents | $137,453 | $76,722 | | Total current assets | $142,152 | $78,346 | | Intangible assets | $111,526 | $107,548 | | **Total assets** | **$267,397** | **$196,753** | | Total current liabilities | $8,823 | $8,839 | | **Total liabilities** | **$22,331** | **$15,989** | | **Total stockholders' equity** | **$245,066** | **$180,764** | Consolidated Statement of Operations Highlights (Year Ended March 31) | Account (in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | Total operating revenues | $1,564 | $6,499 | | Loss from operations | $(37,383) | $(42,739) | | **Net loss** | **$(37,638)** | **$(41,993)** | | Net loss per share | $(2.29) | $(2.88) | [Notes to Consolidated Financial Statements](index=83&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, 900 MHz spectrum commercialization, lease accounting, business transfers, revenue recognition, intangible assets, and income tax

Financial Data and Key Metrics Changes - The company reported a net loss of $8.8 million or negative $0.52 per share for the third fiscal quarter ending December 31, 2019, compared to a net loss of $8.4 million or negative $0.57 per share for the same quarter in the previous year [33] - The cash position remains strong, with $150 million of available cash and no debt as of December 31, 2019 [34] - Cash spend for the third quarter was approximately $7 million, aligning with expectations [34] Business Line Data and Key Metrics Changes - The company has seen a growing customer pipeline, with five experimental licenses for 900 megahertz broadband granted by the FCC for various market pilots and initial network deployments [19] - A large state-owned public power utility has applied for an experimental license to pilot use cases for digital grid modernization [20] Market Data and Key Metrics Changes - The FCC is nearing a decision on the 900 megahertz proceeding, which is expected to facilitate the deployment of private LTE networks for utilities [31] - The company is actively engaging with over 200 incumbents regarding the 900 megahertz spectrum, with varying levels of awareness and interest in the proposal [62] Company Strategy and Development Direction - The company aims to capitalize on the growing momentum of its 900 megahertz offering and expects continued adoption of private LTE networks across industries [30] - The company is focused on operational readiness and spectrum clearing as key areas of focus moving forward [34] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism regarding the FCC's support for the 900 megahertz broadband item, indicating that it enjoys wide support and is nearing resolution [10] - The management highlighted the importance of the upcoming FCC order for driving customer confidence and enabling transactions [49] Other Important Information - The company has established a strategic agreement with EWA to leverage resources for reaching out to incumbents and facilitating spectrum clearing [11] - The National Cybersecurity Center of Excellence is collaborating with the company to mitigate cyber attacks on critical infrastructure, which is expected to result in a published practice guide by the end of the year [23] Q&A Session Summary Question: Are there any changes to the licensing six to 11 utilities by 2024? - Management indicated that there is a rising tide of interest from utilities, and they are on track to meet their goals [36][37] Question: Will there be a delay in cash received or revenues recognized until spectrum is cleared? - Management stated it will be a case-by-case basis depending on the contracts signed with respective customers [38][39] Question: Is the C-band proceeding affecting the timeline for the 900 megahertz proceeding? - Management confirmed that the C-band proceeding is complex, and its resolution would allow the wireless bureau to focus on the 900 megahertz proceeding [41][42] Question: What has been the response from the 200 incumbents contacted? - The response has varied widely, with some being unaware of the company and others showing a deep understanding of the proposal [62] Question: What is the nature of the pipeline growth? - The pipeline growth includes a variety of engagements, including RFPs and discussions with utilities, indicating a collective effort among utilities to learn from each other [64]

Financial Performance - Total operating revenues for the three months ended December 31, 2019, were $361,000, a decrease from $1,502,000 for the same period in 2018, representing a decline of 76%[9] - Service revenue for the nine months ended December 31, 2019, was $690,000, down 82% from $3,798,000 in the same period of 2018[9] - Net loss for the three months ended December 31, 2019, was $8,811,000, compared to a net loss of $8,350,000 for the same period in 2018, indicating a 5.5% increase in losses[9] - Anterix Inc. reported a net loss of $25.9 million for the nine months ended December 31, 2019, compared to a net loss of $32.4 million for the same period in 2018, indicating a reduction in losses[17] - Total operating revenues decreased by $1.1 million, or 76%, to $0.4 million for the three months ended December 31, 2019, compared to $1.5 million for the same period in 2018[155] - Service revenue dropped by $1.0 million, or 85%, to $0.2 million for the three months ended December 31, 2019, from $1.2 million in the prior year[155] Assets and Liabilities - Total current assets increased to $152,337,000 as of December 31, 2019, from $78,346,000 as of March 31, 2019, reflecting a growth of 94%[7] - Total liabilities decreased to $20,575,000 as of December 31, 2019, from $15,989,000 as of March 31, 2019, showing a reduction of 29.8%[7] - Total stockholders' equity increased to $255,254,000 as of December 31, 2019, from $180,764,000 as of March 31, 2019, reflecting a growth of 41.1%[7] - Cash and cash equivalents rose to $150,243,000 as of December 31, 2019, compared to $76,722,000 as of March 31, 2019, marking an increase of 96%[7] - Cash and cash equivalents increased to $150.2 million at the end of the year, up from $82.3 million at the beginning of the year, reflecting a net change of $73.5 million[17] Expenses - General and administrative expenses for the three months ended December 31, 2019, were $4,740,000, slightly down from $5,216,000 in the same period of 2018, a decrease of 9.1%[9] - The company reported a direct cost of revenue of $631,000 for the three months ended December 31, 2019, down from $974,000 in the same period of 2018, a reduction of 35.2%[9] - Depreciation and amortization expenses were $2.4 million for the nine months ended December 31, 2019, compared to $2.1 million for the same period in 2018[17] - Depreciation and amortization increased by $0.4 million, or 63%, to $1.1 million for the three months ended December 31, 2019, from $0.7 million in the prior year[162] - Stock compensation expense related to restricted stock was approximately $1.1 million and $3.1 million for the three and nine months ended December 31, 2019, respectively[109] Cash Flow - Net cash used by operating activities was $21.3 million for the three months ended December 31, 2019, compared to $17.0 million for the same period in 2018[174] - Net cash provided by financing activities was $96.0 million for the nine months ended December 31, 2019, primarily from a follow-on offering[176] - The company completed a follow-on offering in July 2019, selling 2,222,223 shares at $45.00 per share, resulting in net proceeds of approximately $94.2 million[177] - Net cash used in investing activities was approximately $1.2 million for the nine months ended December 31, 2019, compared to $1.4 million in the same period of 2018[175] Regulatory and Strategic Initiatives - Anterix holds approximately 60% of the channels in the 900 MHz band in the top 20 metropolitan areas in the United States, positioning itself as a leader in this spectrum[19] - The company is pursuing regulatory proceedings with the FCC to modernize and realign the 900 MHz band for broadband deployment[19] - The company is engaged in initiatives to commercialize its spectrum assets among critical infrastructure and enterprise customers, focusing on private broadband networks[139] - The company plans to lease its spectrum to customers for terms of 20 years or longer, with customers bearing the costs of deploying and operating their networks[142] - The company is actively engaging with the FCC and other stakeholders to support its initiatives in the 900 MHz band[143] Internal Controls and Governance - A material weakness in internal control over financial reporting was identified, which is currently being remediated[185] - Management identified a material weakness in internal control over financial reporting due to inadequate controls related to new tax laws[187] - A material weakness is defined as a deficiency that could lead to material misstatements in financial statements[188] - To remediate the material weakness, management implemented new controls, additional training programs, and revised policies regarding tax guidelines[189] - As of December 31, 2019, management believes proper policies and controls have been established to address the material weakness[190] Stock and Equity - The company had 17,146,680 shares issued and outstanding as of December 31, 2019, compared to 14,739,145 shares as of March 31, 2019, an increase of 16.3%[11] - The Company’s board of directors reserved 3,805,223 shares of common stock for issuance under its 2014 Stock Plan as of December 31, 2019[108] - As of December 31, 2019, the company had 352,584 non-vested restricted stock units outstanding, with a weighted average grant date fair value of $35.45[109] - The company had approximately $2.8 million of unrecognized compensation cost related to non-vested stock options as of December 31, 2019[118] Legal and Compliance - The company is not involved in any material legal proceedings[192]

Financial Data and Key Metrics Changes - The company reported a net loss of $7.7 million or negative $0.46 per share for the second fiscal quarter, an improvement from a net loss of $11.8 million or negative $0.81 per share in the same quarter of the previous year [29] - Adjusted EBITDA for the second quarter was negative $6.2 million, compared to negative $7.6 million for the same period last year, indicating improved performance due to lower restructuring charges [29] Business Line Data and Key Metrics Changes - The company is focusing on the electric utility industry for its broadband spectrum offerings, which is seen as a compelling opportunity for wide-scale adoption of LTE broadband technology [11][12] - The company has engaged with approximately 400 incumbent licensees that will need to be retuned or relocated to clear the proposed broadband segment [8] Market Data and Key Metrics Changes - There is increasing interest from electric utilities and other industrial sectors in private LTE networks, which are seen as essential for mission-critical communications [15][16] - The company has seen a rise in demand for private LTE solutions, with utilities developing business cases for enhanced telecom capabilities [17] Company Strategy and Development Direction - The company is actively preparing for the regulatory process and has prioritized hiring staff for the retuning process, with a team now in place that has a combined 250 years of experience [7][8] - The company aims to enhance its spectrum position by acquiring MTA agreements, with seven out of eleven licenses in active discussions or signed agreements [10] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the regulatory process and the potential for a favorable decision from the FCC regarding broadband allocation [5][6] - The company acknowledges the patience required from investors due to the lengthy regulatory process but sees increasing attention on private broadband opportunities as a positive sign [12] Other Important Information - The company completed an equity raise in July, providing $94 million in net proceeds to support its business plans [28] - The company is debt-free and had $157.5 million in available cash as of September 30, 2019 [28] Q&A Session Summary Question: Changes in revenue model expectations for spectrum leases - Management indicated no changes in expectations for revenue models, emphasizing long-term spectrum leases as the core offering [33] Question: Quantification of parties working on retuning - Management confirmed sufficient interest from parties to make retuning worthwhile, with many players in place for discussions [35] Question: Timing of FCC report and order - Management noted uncertainty in predicting the timing of the FCC report, suggesting it could be bundled with other spectrum-related issues [38] Question: Use case examples for utilities with broadband in place - Management discussed enhanced capabilities for fire detection and prevention, as well as improved command and control for power shutoffs [42] Question: Other potential users of the spectrum - Management mentioned interest from sectors such as oil and gas, and railroads, highlighting an awakening to the value of broadband technology [50][52]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________ FORM 10-Q ____________________________________ (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36827 _________________________ ...

Financial Data and Key Metrics Changes - The company successfully raised $100 million in equity funding, which is expected to accelerate efforts to clear the spectrum and monetize this asset [5][20] - As of June 30, 2019, the company had $69 million in available cash and is debt-free, with a cash position decrease of $7.7 million from the previous quarter [36][37] - The net proceeds from the equity raise provided additional strength to the balance sheet, allowing for opportunistic retuning in advance of the FCC's final order [35] Business Line Data and Key Metrics Changes - The company is focused on serving critical infrastructure needs through advanced private broadband solutions using its 900 megahertz spectrum [19][31] - The customer pipeline has expanded to nearly 40 potential customers, with growing interest from various sectors including electric utilities, water, oil and gas, and transportation [22][60] - The pilot program with Ameren has demonstrated 14 different use cases, showcasing the value of utilizing a private broadband network [23] Market Data and Key Metrics Changes - The company is actively engaging with incumbent licensees to clear the proposed 900 megahertz broadband allocation, prioritizing markets with the earliest commercial opportunities [7][21] - Support for the FCC's proposal has been noted from various stakeholders, including Southern California Edison and the National Rural Electric Cooperative Association, indicating a strong market interest [9][11] Company Strategy and Development Direction - The company aims to enable transformative broadband capabilities needed to modernize critical infrastructure for energy, transportation, and logistics [20][32] - The strategic focus includes building a network of networks to support advanced capabilities and addressing the convergence of telecommunications needs in the utility sector [33] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism regarding the FCC proceeding, noting strong support and the absence of unanticipated issues [8][16] - The company anticipates a final order from the FCC before the end of the year, which would facilitate the monetization of its spectrum [17][36] Other Important Information - The company has launched the Utilities Broadband Alliance (UBBA) to promote the advancement of private broadband networks for critical infrastructure [25][26] - The first members summit of UBBA is planned for October, focusing on the challenges and opportunities for utilities [27] Q&A Session Summary Question: What incentives exist for early adopters like Southern and Ameren? - Management noted that while the utility industry is generally conservative, there are ways to incentivize early adopters through lease terms [39][40] Question: Is the recent filing by Florida Power & Light a positive sign? - Management confirmed that the filing suggests a consideration of moving to 800 megahertz as 900 megahertz becomes more available for broadband [44] Question: What is the likelihood of the FCC ruling being finalized? - Management expressed confidence in the process, noting that the FCC has shown unanimous support for the proposed rulemaking [46][47] Question: Are there links between the 900 megahertz process and other FCC spectrum matters? - Management indicated that while there are no explicit linkages, the prioritization of the 900 megahertz proceeding is essential for attention from the FCC [51] Question: What is the status of the retuning process? - Management confirmed that the retuning process has started, with hiring underway and a focus on completing the task efficiently [56][57] Question: How is the customer acceptance of the revenue model progressing? - Management reported good traction with the long-term leasing model, emphasizing the need for education on spectrum costs [62][64]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________ FORM 10-Q ____________________________________ (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36827 ______________________________ ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________________ FORM 10-K ______________________________________________ (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36827 _________________ ...

pdvWireless, Inc. (PDVW) Q3 2019 Earnings Conference Call February 8, 2019 8:30 AM ET Company Participants Natasha Vecchiarelli - Director of Corporate Communications Morgan O'Brien - Chief Executive Officer Rob Schwartz - President and Chief Operating Officer Timothy Gray - Chief Financial Officer Conference Call Participants George Sutton - Craig-Hallum Mike Crawford - B. Riley FBR Operator Good morning, ladies and gentlemen, and welcome to the pdvWireless Third Quarter Update Conference Call. At this tim ...